QPR Software - Notice to general meeting

NOTICE FOR ANNUAL SHAREHOLDERS' MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS

QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN 13 FEBRUARY 2008 AT 10:00 AM


NOTICE FOR ANNUAL SHAREHOLDERS' MEETING; THE PROPOSALS OF THE
BOARD OF DIRECTORS

Notice is hereby given to the shareholders of QPR Software Plc
that the Annual Shareholders' Meeting will be held on Wednesday 12
March 2008 starting at 9:00 a.m. at company's headquarters
Huopalahdentie 24, 00350 Helsinki, Finland.

The following matters will be addressed at the meeting:

1. Matters to be submitted to the Annual Shareholders' Meeting
   pursuant to Article 9 of the Articles of Association

2. The Authorization of the Board of Directors to decide on a
   share issue and on issue of special rights

The Board of Directors proposes that the Shareholders' Meeting
would authorize the Board of Directors to decide on an issue of
new shares and conveyance of the own shares held by the company.
The share issue can be carried out as a share issue against
payment or without consideration.

The authorisation also includes the right to issue special rights,
in the meaning of Chapter 10 Section 1 of the Companies Act, which
entitle to the company's new shares or the company's own shares
held by the company against consideration.

The Board of Directors proposes that the authorisation includes
the right to deviate from the shareholders' pre-emptive
subscription right.

The authorisation shall be in force until the next Annual
Shareholders' Meeting.

3. Authorization of the Board of Directors to decide on
   acquisition of own shares

The Board of Directors proposes that the Shareholders' Meeting
would authorize the Board of Directors to decide on acquisition of
the company's own shares. The Board of Directors proposes that the
Shareholders' Meeting would decide on an authorization not
excluding the right to decide on a directed acquisition.

The authorisation shall be in force until the next Annual
Shareholders' Meeting.
4. Decrease of the share premium reserve, abolishment of the
   share premium reserve and change of the entering shares subscribed
   based option rights

The Board of Directors proposes that the Shareholders' Meeting
would  resolve to decrease the share premium reserve as shown in
the  balance sheet as per 31 December 2007 by the total amount of
the  share  premium reserve of EUR 356 539.89 by transferring the
decreased amount to the invested non-restricted equity fund of the
company. After the decrease the amount of the share premium
reserve shall be zero and it is abolished.

The Board of Directors further proposes that the Shareholders'
Meeting would resolve to amend the decisions made on 1 October
2003 and on 15 March 2005 regarding the issue of option rights so
that the subscription prices of the shares subscribed based on the
option rights will be entered into the invested non-restricted
equity fund.

Payment of Dividend

The Board of Directors proposes to the Shareholders' Meeting that
the company would pay dividend for the financial year January 1 -
December 31, 2007, EUR 0.03 per share. The dividend shall be paid
to a shareholder that has been entered into the company's
shareholders' register on the record date of the dividend payment
on 17 March 2008. The Board of Directors proposes to the
Shareholders' Meeting that the dividend shall be paid on 26 March
2008.

Documents

The proposals of the Board of Directors are published as stock
exchange bulletin (appendix to the notice for annual shareholders'
meeting). The financial statements shall be available for review
by the shareholders on the website of the company www.qpr.com on
15 February 2008. Copies of the proposals of the Board of
Directors and of the financial statements shall be sent to a
shareholder by request.

Participation and Registration

A shareholder of the company that has been entered into the
company's shareholders' register maintained by the Finnish Central
Securities Depository on 29 February 2008, has the right to
participate in the Shareholders' Meeting.

The shareholder willing to participate in the Shareholders'
Meeting shall report the company of the participation on 7 March
2008, at 4 p.m. at the latest, in writing to the address QPR
Software Plc, Huopalahdentie 24, 00350 Helsinki, by phone to the
number +358 290 001 150/Sanna Pokka, by facsimile to the number
+358 290 001 151 or by email to the address sanna.pokka@qpr.com.
The letter or message of participation shall be at the destination
prior to the expiry of the registration period. The possible
proxies are asked to be delivered in connection with the
registration to the address set forth above.

Annual Report

QPR Software Plc's annual report 2007 will be published on Friday
15 February 2008 and will be available on the company's internet
pages at www.qpr.com. Copies of annual report 2007 will
also be available at company's headquarters Huopalahdentie 24,
00350 Helsinki, Finland (Tel. +358 290 001 150/Sanna Pokka).


In Helsinki 13 February 2008

QPR SOFTWARE PLC

Board of Directors

Additional information
Vesa-Pekka Leskinen
Chairman of the Board
QPR Software Plc
Tel. +35840 500 9830


DISTRIBUTION
Helsinki Stock Exchange (OMX Nordic Exchange Helsinki Ltd)
Main Media

Neither this press release nor any copy of it may be taken,
transmitted into or distributed in the United States of America or
its territories or possessions.



APPENDIX

PROPOSALS OF THE BOARD OF DIRECTORS

THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE
ISSUE AND ISSUE OF SPECIAL RIGHTS

The Board of Directors proposes that the Shareholders' Meeting of
the company to be held on 12 March 2008 shall authorize the Board
of Directors to decide on an issue of new shares and conveyance of
the own shares held by the company (share issue) either in one or
in several occasions. The share issue can be carried out as a
share issue against payment or without consideration on terms to
be determined by the Board of Directors.

The authorisation also includes the right to issue special rights,
in the meaning of Chapter 10 Section 1 of the Companies Act, which
entitle to the company's new shares or the company's own shares
held by the company against consideration.

- In the share issue and/or based on the special rights a maximum
  of 4,000,000 new shares can be issued and a maximum of 250,000 own
  shares held by the company can be conveyed;
- The authorisation includes the right to deviate from the
  shareholders' pre-emptive subscription right;
- The authorisation can be used e.g. in order to strengthen the
  company's capital structure, to broaden the company's ownership,
  to be used as payment in corporate acquisitions or when the
  company acquires assets relating to its business and as part of
  the company's incentive programmes;
- The authorization also includes the right to decide on the price
  of the shares and the terms and conditions on which the price is
  determined, as well as on distribution of shares against
  consideration in kind or set-off;
- The authorisation includes the right to decide on a share issue
  without consideration to the company itself so that the amount of
  own shares held by the company after the share issue is a maximum
  of one-tenth (1/10) of all shares in the company. Pursuant to
  Chapter 15 Section 11 Subsection 1 of the Companies Act, all own
  shares held by the company and its subsidiaries are included in
  this amount;
- The authorisation shall be in force until the next Annual
  Shareholders' Meeting; and
- Board of Directors is otherwise authorized to decide on all the
  conditions regarding the share issue and the issue of special
  rights.

AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION
OF OWN SHARES

The Board of Directors proposes that the Shareholders' Meeting of
the company to be held on 12 March 2008 shall authorize the Board
of Directors to decide on an acquisition of own shares on the
following conditions:

- Based on the authorization own shares may be acquired, either in
  one or in several occasions, the aggregate maximum amount of
  250,000 shares;
- The company's own shares can be acquired in order to strengthen
  the company's capital structure, to be used as payment in
  corporate acquisitions or when the company acquires assets related
  to its business and as part of the company's incentive programmes
  in a manner and to the extent decided by the Board of Directors,
  and to be transferred for other purposes or to be cancelled;
- The authorisation includes the right to decide on a directed
  acquisition of the company's own shares;
- The shares shall be acquired in a manner decided by the Board of
  Directors for the value formed to the shares in the public trading
  in the Helsinki Exchanges (OMX Nordic Exchange Helsinki Ltd);
- The company's own shares may be acquired only with non-
  restricted equity;
- The authorisation shall be in force until the next Annual
  Shareholders' Meeting; and
- The Board of Directors is otherwise authorized to decide on all
  the conditions regarding the acquisition of own shares.

DECREASE OF SHARE PREMIUM RESERVE, THE ABOLISHMENT OF SHARE
PREMIUM RESERVE AND CHANGE OF ENTERING SUBSCRIBED SHARES BASED ON
OPTION RIGHTS

The Board of Directors proposes that the Shareholders' Meeting
would  resolve to decrease the share premium reserve as shown in
the balance sheet as per 31 December 2007 by the total amount of
the share premium reserve of EUR 356 539.89 by transferring the
decreased amount to the invested non-restricted equity fund of the
Company. After the decrease the amount of the share premium
reserve shall be zero and it is abolished.

According to the Companies Act that was in force until 31 August
2006, the  share premium fund belongs to restricted  equity. The
Companies Act currently in force no longer recognises the  concept
of  share premium  fund. However, according to the transition
provisions, the share premium fund can be decreased in  compliance
with what has been regulated for in the decrease  of  the  share
capital. The decreasing of the fund will enhance the  flexibility
of  the  capital structure and increase the distributable  equity.
The creditor protection process defined in Chapter 14 of the
Companies Act is required to be carried out in order to decrease
of the share premium fund.

The Board of Directors further proposes that the Shareholders'
Meeting  would resolve to amend the decisions made on 1 October
2003 and on 15 March 2005 regarding the issue of option rights so
that the subscription prices of the shares subscribed based on the
option rights will be entered into the invested non-restricted
equity fund.